Arcosa (ACA) Proxy filing summary

Executive summary

• Agreement signed for an all-cash acquisition of Arcosa at $150 per share, valuing the company at $8.5 billion, a 25% premium to its 60-day VWAP as of June 18, 2026.

• The merger will make Arcosa a wholly owned subsidiary of CRH Americas, Inc., subject to shareholder and regulatory approvals, with closing expected in Q1 2027.

• The transaction is expected to be accretive to earnings, margin, and cash flow within 12 months post-completion, with $175 million in annual run-rate cost synergies anticipated by year three.

• Both Boards of Directors have unanimously approved the transaction.

Voting matters and shareholder proposals

• Arcosa will call a special meeting for shareholders to vote on the merger; approval by a majority of outstanding shares is required.

• The merger agreement restricts solicitation of alternative proposals but allows for a superior proposal under certain fiduciary conditions, subject to a termination fee.

• If the merger is not completed by June 21, 2027, or if shareholder/regulatory approvals are not obtained, the agreement may be terminated under specified conditions.

Board of directors and corporate governance

• Arcosa’s Board unanimously determined the merger is in the best interests of shareholders and recommends approval.

• Post-merger, the officers and directors of the surviving company will be those of the acquiring entity unless otherwise determined.

• The agreement includes provisions for director resignations and indemnification of current and former directors and officers for six years post-closing.